Wonderla Holidays Ltd

Dear Shareholders,

The Board of Directors of Wonderla Holidays Limited are pleased to present the Director's Report and the Audited Financial Statements of the Company for the financial year ended 31^st March 2024. This report provides an overview of the Company's operations, financial performance and key developments during the year.

1. Financial Performance

The share price on the bourses touched new high of Rs. 1,020 (as of March 28, 2024) against the previous year's high of Rs. 490.

Income grew 11.8% to 50,602.52 Lakhs, blowing past last year's Rs. 45,242.41 Lakhs.

EBITDA zooms 6.6% to Rs. 25,017 lakhs as against Rs. 23,468 lakhs in the previous year. EBITDA margin stood at 49.4%.

Operational excellence pays off! Net profit surged 6% to 15,796 lakhs, fuelled by efficiency and cost management.

Overall non- ticket revenue increased by 17% [F&B 22% and Retail 10%]. 70% of F&B growth contributed by All Day Meal Plan (ADMP)/ buffet/ school meals. 40% of retail growth contributed by locker/cabin.

Average Room Revenue (ARR) soared to Rs. 5,728, 14.2% growth over previous year.

At the 22^nd IAAPI Amusement Expo, Wonderla Bangalore has received award for Innovative Promotional Activity through Media- Digital Marketing Wonderla Kochi has won the following awards:

i. IAAPI National Awards for Excellence 2024 - Runner-Up - Most Innovative Ride (Theme/ Water/Amusement/Snow Park - Tier 2 Cities)

ii. MKK Nayar Productivity Award 2023 - Best Productivity Performance in the category of Service Organization

iii. Safe Tourist Destination Award 2024 by National Safety Council - Kerala Chapter

Wonderla Hyderabad was recognized for its innovation in tourism by the Telangana government, winning awards for Best Innovative Tourism Product and Best Civic Management of a Tourism Destination.

Wonderla Resort was awarded the Travellers' Choice 2023 by Tripadvisor

2. Capital Structure

Authorised Share Capital: The Company's authorized share capital stands at Rs. 60,00,00,000 (Rupees sixty crore) divided into 6,00,00,000 (Six Crore) Equity Shares with a face value of Rs. 10 each.

Issued, Subscribed and Paid-up Share Capital: The Company's current paid-up share capital stands at 5,65,73,319 shares, each with a face value of Rs. 10. This equates to a total investment of Rs. 56,57,33,190.

Wonderla Holidays Limited's stock has seen an impressive upward trajectory in the past financial year.

Compared to the previous year's 52-week high of 490, the current high sits at 1,020 (as of March 28, 2024), representing a remarkable growth of 108.16%. This significant increase highlights the company's strong performance and has fuelled investor optimism for its future prospects. The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The market capitalization as of 31^st March 2024 was Rs. 5,621.69 Crores as against Rs. 2,422.15 Crores as of 31^st March 2023.

The shareholders' equity represents the residual interest in the assets of the company after deducting its liabilities. As of March 31, 2024, the shareholders' equity stands at H 1,095 cores.

Your Company's fully paid-up equity shares continue to be listed and traded on National Stock Exchange of India Limited (‘NSE') and BSE Limited (‘BSE'). The Company has paid the annual listing fee for the financial year 2023-24 to the said Stock Exchanges.

3. Dividend

The Board is pleased to recommend dividend of 25% for the financial year ended 2023-24. This translates to a per-share payout of Rs. 2.50, representing a significant return on the face value of Rs.10.

This decision reflects the Board of Directors commitment to rewarding shareholder's loyalty and confidence. The significant dividend distribution demonstrates the company's robust financial position and its commitment to sharing its prosperity with its investors. The Company's Dividend Distribution Policy is available at http://www.wonderla.com/investor-relations/ prospectusand-policies.html.

4. Directors' Responsibility Report

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, the Board of your Company states that:

i. In the preparation of annual accounts for the year 2023-24, the applicable accounting standards have been followed with proper explanation relating to material departures.

ii. We have selected such accounting policies in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year March 31, 2024 and of the profit and loss of the Company for the Financial Year ended on that date;

iii. The Board has taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. We have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. Internal Financial Control Systems and their adequacy

For Wonderla Holidays Limited, creating lasting memories for its guests goes hand-in-hand with safeguarding its financial health. We proactively assess and maintain the suitability and functionality of our Internal Financial Controls (IFC) systems, ensuring they align with the evolving size and complexity of our business. We have established a system of IFC aligned with the guidelines outlined in Section 134(5)(e) of the Companies Act, 2013. At Wonderla, we believe that effective Internal Financial Control Systems (IFCS) are not just about compliance, they are the foundation for our long-term success. By safeguarding assets, ensuring accurate financial reporting, and minimizing operational risks, Wonderla can continue to create joy for its guests while maintaining strong financial footing and stakeholder trust. Remember, happy guests and sound finances are key ingredients for a prosperous future. Wonderla's robust IFCS ensures accuracy and reliability in financial reporting, accurately capturing every transaction, from park entry to food purchases, to aid informed decisions by investors, creditors, and management. Efficient operations are achieved through streamlined processes, waste minimization, and detecting and preventing fraudulent activity, with automated controls monitoring inventory, cash flow, and spending patterns. Significant physical assets, including rollercoasters and food stalls, are safeguarded through access controls, segregation of duties, and regular reconciliations. Compliance with industry regulations regarding taxes, safety, and employee welfare is maintained to avoid fines and reputational damage, with controls updated regularly. Transparency and trust are fostered among stakeholders through effective IFCS and regular audits, ensuring reliable financial information. Revenue controls across various departments prevent leakage through secure systems, access control, reconciliations, cash audits, and data monitoring. Expense controls involve stringent procurement, payroll, and cash management measures, including competitive bidding, purchase approvals, vendor due diligence, and secure cash handling. Information and communication systems ensure relevant and timely information is shared, enabling informed decisions and effective performance. Regular risk assessments identify and mitigate potential risks, ensuring financial health and operational success.

6. Safety & Hygiene

Wonderla Holidays Limited, India's leading amusement park chain, takes immense pride in its dedication to safety and hygiene, ensuring a worry-free environment for guests to enjoy thrilling rides and refreshing water adventures. Here's a glimpse into our comprehensive approach:

Rigorous Inspections: All rides and equipment undergo stringent daily, weekly, and monthly inspections by trained professionals, followed by independent third-party audits.

Highly Trained Staff: Lifeguards and ride operators receive extensive training in safety protocols, first aid, and emergency response procedures.

Embracing Tech for Enhanced Safety: We pride ourselves on employing cutting-edge safety features in our rides, including advanced restraint systems, sensors, and automated shutdown mechanisms. Our commitment extends to utilizing innovative technologies for ride downtime tracking, internal audits, utility consumption monitoring, budget management, project planning, and a dedicated ride maintenance tool. These technological advancements are integral to optimizing our operations, ensuring peak efficiency, and maintaining the highest safety standards for our visitors.

Clear Signage and Guidelines: Easy-to-understand signage and instructions in English as well as vernacular language guide guests on ride requirements, height restrictions, and safety precautions.

• Emphasis on Safety, Readiness for New Parks: As we welcome new parks in Bhubaneswar and Chennai, guest safety remains our top priority. Stringent design, construction, and maintenance protocols govern all rides, coupled with comprehensive staff training on safety procedures and emergency response plans, leaving nothing to chance.

Ensuring Unwavering Purity: Our commitment to excellence is exemplified through rigorous quality standards at our water park. Pool water meets IS 3328 standards, and drinking water exceeds IS 10500 requirements, providing a double assurance for every visitor. Our in-house and external laboratory testing procedures reinforce the commitment to pristine waters, ensuring frequent checks for water quality.

Precision in Water Treatment: We maintain precise control over water disinfectant dosing in real-time, eliminating surprises and ensuring consistent purity throughout the day. Advanced online filtration systems in all pools guarantee crystal-clear water, offering an oasis of clarity from morning till evening.

Thoughtful Wastewater Management: Our environmental responsibility extends to wastewater treatment, with dedicated systems handling various waste types. Reverse osmosis treated water is recycled wherever feasible, promoting sustainability and reducing water consumption.

Hygiene at the Core: From meticulous housekeeping to segregated storage for chemicals and treatment plants, our commitment to hygiene is evident. Drinking water point coolers are Reverse osmosis (RO) filtered water for added purity, ensuring a refreshing and safe experience.

Comprehensive Cleanliness: Our dedication to cleanliness extends beyond water quality to the entire park. Rides, common areas, changing rooms, and restrooms undergo regular sanitization with hospital-grade disinfectants. Stringent water quality monitoring systems ensure a clean and safe water environment in all water rides.

Collective Responsibility: Handwashing stations and sanitizers are readily available, encouraging visitors to uphold personal hygiene. We believe in a collective responsibility for a clean and healthy experience, emphasizing a commitment to excellence and environmental sustainability.

Medical Assistance: First-aid facilities and trained medical personnel are readily available to address any health concerns.

Emergency Preparedness: Regular emergency drills and evacuation plans are in place to ensure swift and efficient response in case of unforeseen situations.

Guest Feedback: Wonderla actively encourages guest feedback and suggestions to constantly improve our safety and hygiene practices.

Wonderla's unwavering commitment to safety and hygiene positions it as a leader in the Indian amusement park industry. By prioritizing guest well-being, we guarantee a fun-filled experience for everyone, leaving families with cherished memories and unwavering trust in Wonderla's vision of "adding ‘Wonder' to lives and bringing people closer"

7. Corporate Governance

Your Company believes that corporate governance reports are more than just a box to tick, they're a window into company practices, showcasing ethical standards, decision-making transparency, and responsible leadership. This transparency builds trust with investors, boosts market valuation, and helps mitigate risks. By demonstrating internal controls and risk management strategies, these reports not only ensure compliance but also pave the way for continuous improvement and open communication with stakeholders, ultimately safeguarding the company's success and sustainability. The Corporate Governance Report and Certificate from the Secretarial Auditor of the Company M/s. Somy Jacob & Associates, Practising Company secretaries, confirming compliance with the conditions of corporate governance is annexed as part of the Corporate Governance Report.

8. Board Meetings and its composition

We have a single tier Board structure with seven members headed by Mr. M. Ramachandran, who is an Independent Director. Other members of the Board comprise of Managing Director, the Non-Executive Vice-Chairman, Non-Executive Director and Independent Directors. The Board of Directors of the Company met 6 (six) times during the year under review. The dates of the Board meeting and the attendance of the Directors at the said meetings are provided in the Corporate Governance Report . Annexure – I

9. Declaration from Independent Directors

The Independent Directors Mr. M. Ramachandran (DIN: 07972813), Ms. Anjali Nair (DIN: 08574898), Mr. K Ullas Kamath (DIN: 00506681), Mr. Madan Achutha PadakI (DIN: 00213971) have confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Act, and is in compliance with Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, each Independent Director has affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act. The Board has taken on record such declarations after due assessment of their veracity.

Your Company has established a method for appointing Directors, involving the Nomination and Remuneration Committee. This committee identifies individuals with integrity, relevant expertise, experience, and leadership qualities suitable for the position. The committee ensures that the selected candidate meets specified criteria related to qualifications, positive attributes, independence, age, and other requirements outlined in the Act, Listing Regulations, or other relevant laws. The Nomination and Remuneration Policy of the Company is in terms of Section 178 of the Companies Act, 2013. The policy has been suitably amended to accommodate payment of remuneration to Non-Executive Directors and Independent Directors in the event of loss or inadequacy of profits in line with the amended provisions of Schedule V of the Companies Act, 2013. The said Policy is available on the Company's website at http://www.wonderla.com/investor-relations/ prospectus-and-policies.html.

The evaluation of Board, Committees of the Board, individual Directors and Chairman pursuant to the provisions of Companies Act, 2013 and the Listing Regulations was conducted for FY 2023-24 by engaging an external independent firm having requisite expertise in this field. An online questionnaire method was adopted for evaluation based on the criteria formulated by the members of the Nomination and Remuneration Committee ("NRC"). The evaluation was made to assess the performance of individual Directors, committees of Board, Board as a whole and the Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence of judgement, integrity and confidentiality, etc., were the criterion based on which the performance evaluation was conducted.

The Nomination and Remuneration Committee at their meeting held on May 16, 2024 reviewed the outcome of the evaluation process. The Directors were satisfied by the constructive feedback obtained from their Board colleagues'.

Familiarization Program equips independent directors with a thorough understanding of the company's operations, industry dynamics, business model, financial performance, and regulatory landscape. This enables them to ask informed questions, provide insightful contributions, and make well-considered decisions during board meetings.

The Company regularly conducts various familiarization programs for the Independent Directors as part of quarterly Board and Committee meetings. Various business heads make presentations to the Board periodically pertaining to the Company's performance and future strategy for their respective department. The Board is regularly apprised on all regulatory and policy changes relevant to the business by the Senior Management and the Auditors of the Company.

The Management Discussion and Analysis as prescribed under Regulation 34(3) of the Listing Regulations is provided in a separate section and forms part of this Report as Annexure- II

As per Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Members of the Company had approved the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants [Firm registration number: 008072S] as statutory auditors of the Company at the 19^th Annual General Meeting (AGM) of the Company for a term of five years, which is valid till 24^th AGM to be held in 2026. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Report given by Deloitte Haskins & Sells, Chartered Accountants, on the financial statements of the Company for the year 2023-24 is part of the Annual Report. There has been no qualification, in their Report. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereunder, Mr. Somy Jacob of M/s. Somy Jacob & Associates, Company Secretaries, is appointed as the Secretarial Auditor of the Company for FY 2023-24. The Secretarial Audit Report submitted by him is annexed to this Report as

The composition of the company's board plays a crucial role in shaping its strategic decisions and ensuring a well-rounded approach to management. The board of Wonderla Holidays Limited is characterized by a blend of professionals with diverse expertise and backgrounds. This includes individuals with experience in the hospitality and entertainment industry, electrical engineering, finance, marketing, and other relevant fields. This diversity ensures a well-rounded governance structure capable of addressing the multifaceted challenges and opportunities in the dynamic amusement park sector.

Wonderla Holidays Limited understands the importance of continuous improvement in board diversity. The company regularly reviews its diversity policies and initiatives, identifying areas for enhancement. This commitment to ongoing improvement demonstrates the company's dedication to maintaining a board that reflects the diversity of its stakeholders and the broader community. The Board Diversity Policy of your company is available on the Company's website at http:// www.wonderla.com/investor-relations/prospectus-and-policies.html.

During the year under review, there is no loan taken from the Directors or their relatives by the Company.

This policy functions as a crucial governance framework, safeguarding the interests of shareholders and upholding transparency in engagements with entities associated with the company. The Related Party Transactions policy is drafted in line with the requirements of the Companies Act, 2013 and Listing Regulations, which is available on the Company's website at www.wonderla.com/investor-relations/prospectus-and-policies.

No material related party transactions, i.e., transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered into by the Company during the year.

Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as Annexure - IV to this report.

At Wonderla Holidays Limited, we believe transparent communication is the cornerstone of trust. We have a Whistleblower Policy, acting as a vigilant searchlight illuminating any potential ethical concerns, ensuring a brighter future for our organization.

This policy encourages open reporting of any wrongdoing, ensuring the early detection and swift resolution of potential issues. Our commitment to accountability and transparency is evident through the protection provided to whistleblowers, assuring them of immunity from retaliation. Aligned with legal and regulatory requirements, this policy safeguards our corporate reputation by addressing concerns promptly and preventing financial losses associated with fraud.

The detailed Whistle Blower Policy is available on the website of the Company www.wonderla.com/investor-relations/prospectus-and-policies.

Your company has constituted a diverse and impartial committee to safeguarding the well-being and dignity of the female employees. This dedication is manifested in Wonderla's exemplary implementation of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, commonly known as the POSH Act. We provide multiple avenues for employees to report incidents of sexual harassment without fear of reprisal. Any substantiated complaint is thoroughly investigated, and if proven true, appropriate disciplinary action is taken against the perpetrator, ranging from warnings to termination of employment. This decisive approach sends a clear message of non-tolerance and deters potential offenders. We are proud to report that no incidents of sexual harassment were reported in our workplace throughout the year.

Wonderla's CSR efforts are not a one-size-fits-all approach. Recognizing the unique needs of each community, the company tailors its projects to address specific challenges and opportunities. This localized approach ensures maximum impact and fosters long-term positive change. The composition, role, functions and powers of the Corporate Social Responsibility (CSR) Committee of the Company are as per the requirements of the Companies Act, 2013.

Your organization has been at the forefront of meeting its Corporate Social Responsibility (CSR) commitments and has undertaken various initiatives as part of its CSR programs. Your Company has a CSR Policy and the same has been placed on Company's website www.wonderla. com/investor-relations/prospectus-and-policies.html. The Annual Report on CSR Activities is provided in Annexure - V, forming part of the Directors' Report.

The Business Responsibility and Sustainability Report of the Company describes measures taken along with the key principles elucidated in the 'National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' framed by the Ministry of Corporate Affairs (MCA). The Report as required by SEBI has been hosted on the website of the Company https://www.wonderla.com/investor-relations/business-responsibility-and-sustainability-report.html.

Particulars of the loans given, guarantees provided and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 for the year ended 31^st March 2024 are provided in the Notes to the financial statements.

The information on conservation of energy, technology absorption, foreign exchange earnings & outgo, according to Section 134(3) (m) read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure - VI.

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118 (10) of the Act.

As of March 31, 2024, the total number of permanent employees in the Company is 721. The particulars of employees under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any Shareholder on request. Such details are also available on your Company's website http://www.wonderla.com/ investor-relations/annual-reports.html.

The Company grants share-based benefits to eligible employees with a view to attract and retain the best talent, encourage employees to align individual performances with Company objectives, and to promote increased participation by the employees in the growth of the Company. With a view to providing an opportunity to the employees of the Company to be a part of the growth story of Company, the management had introduced the ‘Employee Stock Option Scheme 2016' (ESOS). The Scheme is applicable to all eligible employees of the company. The Compliance certificate certified by the Secretarial Auditor of the Company shall be placed at the AGM for inspection by the Members of the Company that the Scheme has been implemented as per the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution(s) passed by the Members of the Company.

During the period under review, the Board on recommendation of Nomination and Remuneration Committee granted 1,79,480 stock options to the eligible Employees under the Scheme. Relevant disclosures according to Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been made and the same is attached to this report as

Your company places a strong emphasis on effective investor relations through various strategic channels. We offer a dedicated and comprehensive investor relations section on our website (https://www.wonderla.com/ investor-relations/quarterly-investor-presentation.html), serving as a centralized resource hub. This platform includes quarterly investor presentations, detailed financial breakdowns, annual reports, and governance policies, providing stakeholders with valuable insights. We actively engage with investors through regular meetings, ensuring transparency and responsiveness to queries. The company maintains a robust governance framework with well-defined committees and a commitment to Environmental, Social, and Governance (ESG) principles, reflecting a long-term vision and attracting socially conscious investors.

The Bhubaneswar project is almost complete and would be ready for launch by the end of first quarter of FY25.

With Bhubaneswar Park nearing completion, the company is now fully accelerating the Chennai project. Site preparation and resource gathering have begun and the company is aiming for an early completion.

Regulators have not passed any significant material orders on the Company, during the financial year under review.

There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report.

Transfer to Reserves: The Company has not transferred any amount to the General Reserve.

Deposits: During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

Annual Return: Annual Return filed with the Ministry of Corporate Affairs is made available on the website of the Company https://www.wonderla.com/investor-relations/ annual-return.html

As we embark on a new chapter in our journey, Wonderla Holidays Limited takes this moment to express our deepest gratitude to all those who have contributed to our success.

To our valued shareholders: Your unwavering belief and support have laid the foundation for our growth. We are committed to delivering exceptional value, both financially and through the experiences we create. Your confidence motivates us to innovate and strive for excellence.

To our cherished customers: You are the heart and soul of Wonderla. Your laughter, joy, and shared memories at our parks are what we live for. Thank you for choosing us to create unforgettable moments with your loved ones. We strive to exceed your expectations with thrilling rides, immersive attractions and impeccable hospitality.

To our dedicated employees: You are the backbone of Wonderla. Your passion, dedication, and tireless efforts bring our vision to life. From park operations to culinary experts, entertainers and maintenance crew, each of you play a vital role in crafting magical experiences. Your commitment to excellence inspires us daily.

To our loyal partners: We are grateful for the collaborative spirit and shared vision that drive our partnerships. Together, we create richer, more diverse, and unforgettable experiences. Your contribution is immensely valued.

As we look to the future, we are excited and optimistic. We have ambitious plans to expand our reach, create new adventures and continue delivering the highest standards of service and entertainment. This journey wouldn't be possible without the unwavering support of each of you.

Thank you from the bottom of our hearts. We are truly grateful for the opportunity to serve you and create memories that last a lifetime.